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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
SCHEDULE 14D-9
SOLICITATION/ RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
COCENSYS, INC.
(Name of Subject Company)
COCENSYS, INC.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
191263201
(CUSIP Number of Class of Securities)
____________________
F. RICHARD NICHOL, PH.D.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
COCENSYS, INC.
213 TECHNOLOGY DRIVE
IRVINE, CA 92618
(949) 753-6100
(Name, address and telephone number of person authorized
to receive notice and communications on behalf
of the person filing statement)
____________________
Copies to:
ALAN C. MENDELSON, ESQ.
SUZANNE SAWOCHKA HOOPER, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CA 94306-2155
(650) 843-5000
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This Amendment No. 2 to the Solicitation/Recommendation Statement on
Schedule 14D-9 (this "Amendment") relates to a tender offer by Purdue
Acquisition Corporation, a Delaware corporation ("Offeror"), and an indirect
wholly owned subsidiary of Purdue Pharma L.P., a Delaware limited partnership
("Parent"), to purchase all outstanding shares of Common Stock, par value
$0.001 per share (the "Common Stock"), including the associated rights to
purchase Series A Junior Participating Preferred Stock issued under the
Rights Agreement (as defined in the Offer to Purchase) (the "Rights" and
together with the Common Stock, the "Shares") of CoCensys, Inc., a Delaware
corporation (the "Company"), at a purchase price of $1.16 per Share, net to
the seller in cash (subject to any applicable withholding of taxes), without
interest, upon the terms and subject to the conditions set forth in the
Offeror's Offer to Purchase, dated August 12, 1999, as amended (the "Offer to
Purchase"), and in the related Letter of Transmittal (which together
constitute the "Offer").
Unless otherwise indicated, all capitalized terms used but not defined
herein shall have the respective meanings assigned to them in the
Solicitation/Recommendation Statement on Schedule 14D-9 dated August 12, 1999.
ITEM 2. TENDER OFFER OF THE BIDDER.
Item 2 of the Schedule 14D-9 is hereby amended and supplemented by
adding the following text thereto:
On September 23, 1999, the Company and Warner-Lambert Company
("Warner-Lambert") agreed to amend a $1,000,000 principal amount note of the
Company held by Warner-Lambert (the "W-L Note") to provide Warner-Lambert the
option to convert the W-L Note into an amount of Shares equal to the
principal amount of the W-L Note plus accrued interest as of September 23,
1999, divided by the Offer Price. Warner-Lambert has also agreed to tender
such Shares in the Offer contingent on the Offeror accepting for payment all
Shares validly tendered prior to the Expiration Date.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
Dated: September 23, 1999
CoCensys, Inc.
By: /s/ F. Richard Nichol
--------------------------------
Name: F. Richard Nichol
Title: CHAIRMAN, PRESIDENT & CHIEF
EXECUTIVE OFFICER
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